Exhibit 4.11
Dated [ ] September 2003
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GRANITE MORTGAGES 03-3 PLC
as Current Issuer
GPCH LIMITED
as Post-Enforcement Call Option Holder
- and -
THE BANK OF NEW YORK
as Note Trustee
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ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT
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SIDLEY AUSTIN BROWN & WOOD
1 THREADNEEDLE STREET
LONDON EC2R 8AW
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
CONTENTS
1. Interpretation......................................................1
2. Option..............................................................1
3. Representations and Warranties......................................2
4. Consideration.......................................................2
5. Acknowledgement by Note Trustee.....................................2
6. Notices.............................................................3
7. Contracts (Rights of Third Parties) Act 1999........................3
8. Governing Law and Jurisdiction; Appropriate Forum...................3
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THIS AGREEMENT IS MADE BY WAY OF DEED dated [ ] September 2003
BETWEEN
(1) GRANITE MORTGAGES 03-3 PLC (registered number 4823268), a public
limited company incorporated under the laws of England and
Wales whose registered office is at Fifth Floor, 100 Wood Street,
London EC2V 7EX (the "Current Issuer");
(2) GPCH LIMITED (registered number 4128437), a private limited company
incorporated under the laws of England whose registered office is at
Fifth Floor, 100 Wood Street, London EC2V 7EX (the "Post-Enforcement
Call Option Holder"); and
(3) THE BANK OF NEW YORK acting through its office at 48th
Floor, One Canada Square, London E14 5AL (in its capacity as the
"Note Trustee", which expressions shall include such persons and all
other persons for the time being acting as note trustee or note
trustees under the Current Issuer Deed of Charge).
IT IS HEREBY AGREED AS FOLLOWS:
1. Interpretation
The provisions of:
(a) the Master Definitions Schedule as amended and
restated by (and appearing in Appendix 1 to) the Master
Definitions Schedule Sixth Amendment and Restatement Deed
made on [ ] September 2003 between, among others, the
Seller, Funding and the Mortgages Trustee, and
(b) the Issuer Master Definitions Schedule signed
for the purposes of identification by Sidley Austin Brown &
Wood and Allen & Overy on [ ] September 2003,
(as the same have been and may be amended, varied or supplemented
from time to time with the consent of the parties hereto) are
expressly and specifically incorporated into and shall apply to this
Agreement.
The Issuer Master Definitions Schedule shall prevail to the extent
that it conflicts with the Master Definitions Schedule.
2. Option
2.1 In the event that (a) the Current Issuer Security is
enforced and, after payment of all other claims ranking in priority
to the Current Issuer Notes under the Current Issuer Deed of Charge,
the remaining proceeds of such enforcement are insufficient to pay in
full all principal and interest and other amounts whatsoever due in
respect of the Current Issuer Notes and all other claims ranking pari
passu therewith, or (b) within 20 days following the Final Maturity
Date of the latest maturing Notes, the Note Trustee certifies that
there is no further amount outstanding under the Current Issuer
Intercompany Loan, then all interests in the Global Note Certificates
will be automatically exchanged (such date of exchange being the
"Option Exercise Date") for equivalent interests in an equivalent
amount of Notes in an equivalent Principal
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Amount Outstanding represented by Individual Note Certificates and
such Global Note Certificates will be cancelled.
2.2 In connection with the issuance of the Current Issuer Notes, the Note
Trustee hereby grants, and the Current Issuer hereby acknowledges, an
option (the "Option"), under which the Note Trustee has no personal
liability, exercisable by the Post-Enforcement Call Option Holder (or
by any designated subsidiary of the Post-Enforcement Call Option
Holder, to be designated by notice from the Post-Enforcement Call
Option Holder to the Note Trustee at the discretion of the
Post-Enforcement Call Option Holder (the "Designated Subsidiary")
permitting the Post-Enforcement Call Option Holder (or any Designated
Subsidiary) to acquire at any time on or after the Option Exercise
Date all (but not some only) of the Relevant Notes (as defined below)
outstanding as at the Option Exercise Date, together with accrued
interest thereon ("Relevant Notes" being for the purposes of this
Deed, all the Current Issuer Notes represented by Individual Note
Certificates as at the Option Exercise Date).
2.3 The Option shall be exercised by the Post-Enforcement Call Option
Holder (or any Designated Subsidiary) by notice from the
Post-Enforcement Call Option Holder (or the Designated Subsidiary) to
the Note Trustee and the Noteholders in accordance with Condition 14
of the Current Issuer Notes.
3. Representations and Warranties
The Post-Enforcement Call Option Holder represents and warrants for
the benefit of the Current Issuer and the Note Trustee that:
(a) it is resident for tax purposes solely in, and has its usual
place of abode, in the United Kingdom;
(b) it does not hold, and has not at any time held, any shares
in or other interests in any company;
(c) it has not engaged in, nor will it engage in, any activities
other than those contemplated by the Transaction Documents;
(d) it will discharge all of its liabilities and meet all of its
obligations (including any liability in respect of United
Kingdom corporation tax) as and when they fall due.
4. Consideration
The Post-Enforcement Call Option Holder (or the Designated
Subsidiary) shall pay to the Noteholders in respect of the exercise
of the Option, the sum of one pence sterling in respect of each
Current Issuer Note then outstanding.
5. Acknowledgement by Note Trustee
The Note Trustee acknowledges that the Current Issuer Notes are to be
issued subject to the Option and the Note Trustee hereby grants the
Option but does so entirely without warranty, responsibility or
liability as to its effectiveness or otherwise on the part of the
Note Trustee to the Noteholders or any other person. In accordance
with the Conditions, each of the Noteholders, by subscribing for or
purchasing the Current
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Issuer Notes, shall, upon subscription or purchase, be deemed to have
agreed to be bound by and, to the extent necessary, to have ratified
the granting of the Option.
6. Notices
Any notices to be given pursuant to this Deed to any of the parties
hereto shall be sufficiently served if sent by prepaid first class
post, by hand or facsimile transmission and shall be deemed to be
given (in the case of facsimile transmission) when despatched, (where
delivered by hand) on the day of delivery if delivered before 17.00
hours on a Business Day or on the next Business Day if delivered
thereafter or on a day which is not a Business Day or (in the case of
first class post) when it would be received in the ordinary course of
the post and shall be sent:
(a) in the case of the Current Issuer to: Granite Mortgages 03-3
plc: c/o Fifth Floor, 100 Wood Street, London EC2V 7EX
(facsimile: 020 7606 0643) for the attention of the Company
Secretary;
with a copy to:
Northern Rock plc, Northern Rock House, Gosforth, Newcastle
upon Tyne NE3 4PL, (facsimile: 0191 213 2203) for the
attention of the Group Secretary;
(b) in the case of the Post-Enforcement Call Option Holder to:
GPCH Limited c/o Fifth Floor, 100 Wood Street, London EC2V
7EX (facsimile: 020 7606 0643) for the attention of The
Company Secretary; and
(c) in the case of the Note Trustee to: The Bank of New York,
48th Floor, One Canada Square, London E14 5AL (facsimile:
020 7964 6399) for the attention of Global Structured Finance
Corporate Trust,
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by
any party to the others by written notice in accordance with the
provisions of this Clause 6.
7. Contracts (Rights of Third Parties) Act 1999
A person who is not a party to this Deed may not enforce any of its
terms under the Contracts (Rights of Third Parties) Act 1999, but
this shall not affect any right or remedy of a third party which
exists or is available apart from that Act.
8. Governing Law and Jurisdiction; Appropriate Forum
8.1 This Deed shall be governed by, and construed in accordance with,
English law.
8.2 Each of the parties hereto irrevocably agrees that the courts of
England shall have jurisdiction to hear and determine any suit,
action or proceeding, and to settle any disputes, which may arise out
of or in connection with this Deed and, for such purposes,
irrevocably submits to the jurisdiction of such courts.
8.3 Each of the parties hereto irrevocably waives any objection which it
might now or hereafter have to the courts of England being nominated
as the forum to hear and determine any proceedings and to settle any
disputes, and agrees not to claim that any
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such court is not a convenient or appropriate forum.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
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EXECUTION PAGE
The Current Issuer
Executed by
GRANITE MORTGAGES 03-3 PLC
as its deed as follows:
Signed for and on its behalf by one of its directors
and by another of its directors/its secretary By
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for and on behalf of LDC Securitisation
Director No.1 Limited
Name
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By
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Director/Secretary
Name
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The Post-Enforcement Call Option Holder
Executed by
GPCH LIMITED
as its deed as follows:
Signed for and on its behalf by one of its directors
and by another of its directors/its secretary By
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for and on behalf of LDC Securitisation
Director No.1 Limited
Name
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By
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Director/Secretary
Name
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The Note Trustee
Executed by
THE BANK OF NEW YORK
as follows:
Signed for and on its behalf by one of its duly By
authorised attorneys/signatories
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Duly Authorised Attorney/Signatory
Name
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